Pani Corp. reports 74.2% stake in AI OKTO Corp. after Toro spin-off, Schedule 13D shows

A Schedule 13D filed with the SEC on 16 October 2026 shows that Pani Corp. holds 3,206,185 common shares of AI OKTO Corp., equal to 74.2% of the company's shares outstanding. The percentage is based on 4,319,916 shares outstanding as disclosed by AI OKTO in its Form 20-F filed with the SEC on 9 September 2026.

The filing states the shares were distributed to Pani Corp. in a spin-off transaction completed on 8 October 2026, in which Toro Corp. distributed one AI OKTO share for every eight shares of Toro common stock held as of the 1 October 2026 record date. As a holder of 25,649,485 Toro shares on that date, Pani Corp. received the 3,206,185 AI OKTO shares described in the Schedule 13D.

The filing identifies Petros Panagiotis Panagiotidis as the sole shareholder of Pani Corp., a Liberian company, and states that he disclaims beneficial ownership of the shares held by Pani Corp. except to the extent of his pecuniary, voting and dispositive interests in them. It also states that Pelagos Holdings Corp., an entity controlled by Mr Panagiotidis, received 40,000 Series B Preferred Shares of AI OKTO in connection with the same spin-off, each carrying voting power equal to 100,000 common shares.

The filing notes that Mr Panagiotidis serves as Chairman and Chief Executive Officer of AI OKTO Corp., Toro Corp. and Robin Energy Ltd., and as Chairman, Chief Executive Officer and Chief Financial Officer of Castor Maritime, Inc. Item 4 of the filing states that the reporting persons may acquire additional securities, retain or sell shares, and that Mr Panagiotidis, in his role as Chairman and CEO of the issuer, regularly engages in discussions with management, the board and other shareholders that may include matters listed in Items 4(a) through 4(j) of Schedule 13D. The filing does not specify any particular transaction or action the reporting persons intend to pursue.